First Quarter 2018
Highlights1
Victory Capital Holdings, Inc. (NASDAQ:VCTR) (“Victory Capital” or
the “Company”) today reported its results for the first quarter
ended March 31, 2018.
“In a quarter that marked a return to volatility
for the equity markets, I am pleased to report that Victory Capital
delivered very solid results, said David Brown, Chairman and Chief
Executive Officer. Our Investment Franchises and Solutions Platform
continued to deliver compelling long-term investment performance,
gross flows for the quarter remained robust at $3.7 billion, and
operating margins were strong.
“We continue to achieve strong momentum in our
Solutions Platform, including our VictoryShares ETFs. AUM in our
ETFs grew to $2.7 billion, an increase of nearly 19% quarter over
quarter, and we expect client demand for rules-based strategic beta
strategies to continue to grow throughout 2018.
“Total AUM was $60.9 billion as of March 31,
2018, an 8% increase from March 31, 2017. AUM declined from $61.8
billion at December 31, 2017, due to market depreciation and net
outflows of $633 million for the quarter. Given the elevated level
of client rebalancing activity we experienced and the lumpiness of
our business quarter to quarter with respect to flows, the outflows
were not outside our expectations. These results follow a
net-flow-positive Q4 2017, highlighting the importance of looking
at flows on an annual basis versus quarter to quarter.
“Looking ahead, we remain committed to creating
long-term value for our shareholders through the disciplined
execution of our corporate vision, which combines strategic
acquisitions with organic growth. We believe our next generation,
integrated multi-boutique business model is attractive to
investment firms looking for a strategic partner, and we have an
active pipeline of potential M&A opportunities. Additionally,
we continue to focus on growing organically by leveraging the
capabilities of our Franchises and Solutions Platform. Our
“won-but-not-funded” pipeline is healthy as are our overall sales
prospects. As in the past, serving the needs of our clients remains
our top priority.”
1 Adjusted measures are non-GAAP financial
measures. An explanation of these non-GAAP financial measures
is included under the heading “Information Regarding Non-GAAP
Financial Measures” at the end of this press release. Please
see the non-GAAP reconciliation tables.
The table below presents AUM, and certain GAAP and non-GAAP
(“adjusted”) financial results.
|
|
|
|
|
(in
millions except per share amounts or as otherwise
noted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
March 31, |
|
December 31, |
|
March 31, |
|
|
2018 |
|
2017 |
|
2017 |
Assets
Under Management |
|
|
|
|
|
|
Ending |
$ |
60,855 |
|
|
$ |
61,771 |
|
|
$ |
56,622 |
|
|
Average |
|
62,020 |
|
|
|
60,354 |
|
|
|
56,277 |
|
|
|
|
|
|
|
|
Flows |
|
|
|
|
|
|
Gross |
$ |
3,685 |
|
|
$ |
4,371 |
|
|
$ |
4,725 |
|
|
Net |
|
(633 |
) |
|
|
294 |
|
|
|
(386 |
) |
|
Net flows excluding
Diversified Equity(1) |
|
(633 |
) |
|
|
294 |
|
|
|
(54 |
) |
|
|
|
|
|
|
|
Consolidated Financial Results (GAAP) |
|
|
|
|
|
|
Revenue |
$ |
105.0 |
|
|
$ |
105.6 |
|
|
$ |
100.7 |
|
|
Operating expenses |
|
77.7 |
|
|
|
78.7 |
|
|
|
81.1 |
|
|
Income from
operations |
|
27.3 |
|
|
|
26.9 |
|
|
|
19.6 |
|
|
Operating margin |
|
26.0 |
% |
|
|
25.5 |
% |
|
|
19.4 |
% |
|
Net income |
|
10.5 |
|
|
|
11.2 |
|
|
|
4.4 |
|
|
Earnings per diluted
share |
$ |
0.16 |
|
|
$ |
0.19 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
Adjusted
Performance Results (Non-GAAP)(2) |
|
|
|
|
|
|
Adjusted EBITDA |
$ |
39.8 |
|
|
$ |
40.0 |
|
|
$ |
33.6 |
|
|
Adjusted EBITDA
margin |
|
37.9 |
% |
|
|
37.9 |
% |
|
|
33.4 |
% |
|
Adjusted net
income |
|
23.1 |
|
|
|
18.1 |
|
|
|
13.0 |
|
|
Tax benefit of goodwill
and acquired intangibles |
|
3.3 |
|
|
|
5.0 |
|
|
|
4.9 |
|
|
Adjusted net income
with tax benefit |
|
26.4 |
|
|
|
23.1 |
|
|
|
17.9 |
|
|
Adjusted net income
with tax benefit per diluted share |
$ |
0.40 |
|
|
$ |
0.39 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
(1) In May
2017, the Company made a decision to exit the Diversified
Equity Franchise; all remaining AUM was transferred to the Munder
Capital Management Franchise to manage beginning May 15, 2017. |
(2)
Adjusted EBITDA and Adjusted Net Income are non-GAAP financial
measures. Reconciliation of each of Adjusted EBITDA and
Adjusted Net Income to net income have been provided in the
non-GAAP reconciliation tables in this press release. An
explanation of these non-GAAP financial measures is included below
under the heading "Information Regarding Non-GAAP Financial
Measures". |
|
|
AUM, Flows and Investment Performance
Victory Capital’s AUM declined by $0.9 billion
to $60.9 billion at March 31, 2018, compared to $61.8 billion at
December 31, 2017. The decrease was due to market depreciation of
$0.3 billion and net outflows of $0.6 billion. Gross flows for the
first quarter were $3.7 billion.
As of March 31, 2018, Victory Capital offered 72
investment strategies through its nine autonomous Investment
Franchises and Solutions Platform. The table below presents
outperformance against benchmarks by AUM and strategies as of March
31, 2018.
|
|
|
|
|
|
|
|
|
|
|
Trailing |
|
Trailing |
|
Trailing |
|
Trailing |
|
|
1-Year |
|
3-Years |
|
5-Years |
|
10-Years |
Percentage
of AUM Outperforming Benchmark |
87 |
% |
|
71 |
% |
|
83 |
% |
|
79 |
% |
Percentage
of Strategies Outperforming Benchmark |
75 |
% |
|
70 |
% |
|
76 |
% |
|
72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter of 2018 Compared to Fourth Quarter of
2017
For the quarter ended March 31, 2018, GAAP net
income declined 6% to $10.5 million, or $0.16 per diluted share,
compared to GAAP net income of $11.2 million, or $0.19 per diluted
share, for the fourth quarter of 2017. GAAP operating margin was
26.0% for the quarter compared to 25.5% for the fourth quarter of
2017. Adjusted Net Income with tax benefit increased 14% to $26.4
million, or $0.40 per diluted share comprised of $0.35 per diluted
share in Adjusted Net Income and $0.05 per diluted share in tax
benefit, compared to $23.1 million, or $0.39 per diluted share
comprised of $0.30 per diluted share in Adjusted Net Income and
$0.09 per diluted share in tax benefit, for the fourth quarter of
2017.
Adjusted EBITDA and Adjusted EBITDA margin were
$39.8 million and 37.9%, respectively, for the first quarter of
2018, essentially flat compared to the fourth quarter of 2017.
- Revenue was $105.0 million, a slight decline from $105.6
million for the fourth quarter of 2017.
- Operating expenses declined to $77.7 million, compared to $78.7
million in the fourth quarter of 2017 due to operating
efficiencies, partially offset by costs associated with the debt
refinancing.
First Quarter of 2018 Compared to First
Quarter of 2017
For the quarter ended March 31, 2018, GAAP net
income was $10.5 million, or $0.16 per diluted share, compared to
$4.4 million, or $0.08 per diluted share, in the first quarter of
2017. GAAP operating margin increased to 26.0% for the quarter from
19.4% for the first quarter of 2017. Adjusted Net Income with tax
benefit increased 47% to $26.4 million, or $0.40 per diluted share
comprised of $0.35 per diluted share in Adjusted Net Income and
$0.05 per diluted share in tax benefit in the first quarter of
2018, compared to $17.9 million, or $0.30 per diluted share
comprised of $0.22 per diluted share in Adjusted Net Income and
$0.08 per diluted share in tax benefit, in the first quarter of
2017.
Adjusted EBITDA and Adjusted EBITDA margin were
$39.8 million and 37.9%, respectively, for the first quarter of
2018, compared to $33.6 million and 33.4%, respectively, for the
first quarter a year ago. Net income, Adjusted Net Income and
Adjusted EBITDA increased due to higher revenue coupled with
operational efficiencies, the successful integration of RS
Investments and, specific to net income and Adjusted Net Income, a
reduction in the tax rate and decreased interest expense during the
quarter as a result of refinancing activities which were partially
offset by one-time write-offs of debt issuance and debt discount
costs.
- Revenue increased $4.3 million to $105.0 million, compared to
$100.7 million for the first quarter of 2017, due to higher average
AUM, partially offset by a decrease in the realized fee rate due to
asset mix.
- Operating expenses decreased 4% to $77.7 million, compared to
$81.1 million in the first quarter of 2017, primarily due to
operational efficiencies and the successful integration of RS
Investments.
Balance Sheet / Capital
Management
Cash and cash equivalents were $12.3 million at
March 31, 2018, compared to $12.9 million at December 31, 2017.
During the quarter, the Company concurrently executed a $166.5
million IPO and $360.0 million debt refinancing which provided the
Company with a 7-year term loan facility and established a 5-year
revolving credit facility with aggregate commitments of $50.0
million. The Company used the net IPO proceeds of $156.5
million, which included the net proceeds from the underwriters’
exercise of their option to purchase additional shares, and $20.2
million of cash on hand to pay debt down from $499.7 million at
year end to $323.0 million at March 31, 2018, a 35% reduction
during the quarter.
Subsequent to quarter-end, the Company paid down
an additional $18.0 million of debt, bringing its term loan balance
to $305.0 million at May 8, 2018. The Company also increased its
revolving credit facility to $100.0 million.
Conference Call, Webcast and Slide
Presentation
The Company will host a conference call and
webcast at 10:00 a.m. Eastern Time today, May 8, 2018, to discuss
its financial results. Analysts and investors may participate
in the question-and-answer session. The call can be accessed via
telephone at (866) 465-5145. A recorded replay can be
accessed through May 22, 2018 by dialing (855) 859-2056; passcode:
6887603.
A slide presentation relating to the first
quarter 2018 results will be accessible prior to the scheduled
conference call. The slide presentation and webcast of the
conference call can be accessed on the Events and Presentations
page of the Company’s investor relations website at
https://ir.vcm.com.
About Victory Capital
Victory Capital is an investment management firm
operating a next-generation, integrated multi-boutique business
model with $60.9 billion in assets under management as of March 31,
2018.
Victory Capital’s differentiated model is
comprised of nine Investment Franchises, each with an independent
culture and investment approach. Additionally, the Company offers a
rules-based Solutions Platform, featuring the VictoryShares ETF
brand, as well as custom and multi-asset class solutions. The
Company’s Investment Franchises and Solutions Platform are
supported by a centralized distribution, marketing and operational
environment, in which the investment professionals can focus on the
pursuit of investment excellence.
Victory Capital provides institutions, financial
advisors and retirement platforms with a variety of asset classes
and investment vehicles, including separately managed accounts,
collective trusts, mutual funds, ETFs and UMA/SMA vehicles.
For more information, please visit
www.vcm.com.
FORWARD-LOOKING
STATEMENTS
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements may include, without
limitation, any statements preceded by, followed by or including
words such as “target,” “believe,” “expect,” “aim,” “intend,”
“may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,”
“future,” “objective,” “outlook,” “plan,” “potential,” “predict,”
“project,” “will,” “can have,” “likely,” “should,” “would,” “could”
and other words and terms of similar meaning or the negative
thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond Victory
Capital’s control, as discussed in Victory Capital’s filings with
the SEC, that could cause Victory Capital’s actual results,
performance or achievements to be materially different from the
expected results, performance or achievements expressed or implied
by such forward-looking statements.
Although it is not possible to identify all such
risks and factors, they include, among others, the following:
reductions in AUM based on investment performance, client
withdrawals, difficult market conditions and other factors; the
nature of the Company’s contracts and investment advisory
agreements; the Company’s ability to maintain historical returns
and sustain its historical growth; the Company’s dependence on
third parties to market its strategies and provide products or
services for the operation of its business; the Company’s ability
to retain key investment professionals or members of its senior
management team; the Company’s reliance on the technology systems
supporting its operations; the Company’s ability to successfully
acquire and integrate new companies; the concentration of the
Company’s investments in long-only small- and mid-cap equity and
U.S. clients; risks and uncertainties associated with non-U.S.
investments; the Company’s efforts to establish and develop new
teams and strategies; the ability of the Company’s investment teams
to identify appropriate investment opportunities; the Company’s
ability to limit employee misconduct; the Company’s ability to meet
the guidelines set by its clients; the Company’s exposure to
potential litigation (including administrative or tax proceedings)
or regulatory actions; the Company’s ability to implement effective
information and cyber security policies, procedures and
capabilities; the Company’s substantial indebtedness; the potential
impairment of the Company’s goodwill and intangible assets;
disruption to the operations of third parties whose functions are
integral to the Company’s ETF platform; the Company’s determination
that Victory Capital is not required to register as an "investment
company" under the 1940 Act; the fluctuation of the Company’s
expenses; the Company’s ability to respond to recent trends in the
investment management industry; the level of regulation on
investment management firms and the Company’s ability to respond to
regulatory developments; the competitiveness of the investment
management industry; the dual class structure of the Company’s
common stock; the level of control over the Company retained by
Crestview GP; the Company’s status as an emerging growth company
and a controlled company; and other risks and factors listed under
"Risk Factors" and elsewhere in the Company’s filings with the
SEC.
Such forward-looking statements are based on
numerous assumptions regarding Victory Capital’s present and future
business strategies and the environment in which it will operate in
the future. Any forward-looking statement made in this press
release speaks only as of the date hereof. Except as required by
law, Victory Capital assumes no obligation to update these
forward-looking statements, or to update the reasons actual results
could differ materially from those anticipated in the
forward-looking statements, even if new information becomes
available in the future.
INVESTOR RELATIONS WEBSITE
Victory Capital may use the Investor Relations
section of its website, https://ir.vcm.com, to disclose material
information to investors and the marketplace as a means of
disclosing material, non-public information and for complying with
disclosure obligations under Regulation Fair Disclosure (“Reg
FD”). Victory Capital encourages investors, the media and
other interested parties to visit its investor relations website
regularly.
ContactsInvestors:Lauren Crawford,
310-622-8239lcrawford@finprofiles.com
Media: Tricia Ross, 310-622-8226tross@finprofiles.com
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Unaudited Condensed Consolidated Statements of
Operations |
(unaudited; in thousands except
shares) |
|
|
|
|
|
|
|
For the Three Months Ended |
|
March 31, |
|
December 31, |
|
March 31, |
|
2018 |
|
2017 |
|
2017 |
Revenue |
|
|
|
|
|
Investment management
fees |
$ |
89,130 |
|
|
$ |
89,206 |
|
|
$ |
84,115 |
|
Fund administration and
distribution fees |
|
15,834 |
|
|
|
16,440 |
|
|
|
16,546 |
|
Total revenue |
|
104,964 |
|
|
|
105,646 |
|
|
|
100,661 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Personnel compensation
and benefits |
|
36,803 |
|
|
|
37,339 |
|
|
|
35,650 |
|
Distribution and other
asset-based expenses |
|
25,161 |
|
|
|
25,213 |
|
|
|
26,881 |
|
General and
administrative |
|
9,056 |
|
|
|
7,947 |
|
|
|
8,921 |
|
Depreciation and
amortization |
|
6,412 |
|
|
|
6,570 |
|
|
|
8,154 |
|
Change in value of
consideration payable for acquisition of business |
|
- |
|
|
|
(269 |
) |
|
|
- |
|
Acquisition-related
costs |
|
- |
|
|
|
659 |
|
|
|
363 |
|
Restructuring and
integration costs |
|
264 |
|
|
|
1,261 |
|
|
|
1,130 |
|
Total operating
expenses |
|
77,696 |
|
|
|
78,720 |
|
|
|
81,099 |
|
|
|
|
|
|
|
Income from
operations |
|
27,268 |
|
|
|
26,926 |
|
|
|
19,562 |
|
Operating
margin |
|
26.0 |
% |
|
|
25.5 |
% |
|
|
19.4 |
% |
|
|
|
|
|
|
Other income
(expense) |
|
|
|
|
|
Interest income and
other income/(expense) |
|
(37 |
) |
|
|
(2,097 |
) |
|
|
345 |
|
Interest expense and
other financing costs |
|
(7,092 |
) |
|
|
(10,308 |
) |
|
|
(12,628 |
) |
Loss on debt
extinguishment |
|
(6,058 |
) |
|
|
- |
|
|
|
- |
|
Total other income
(expense), net |
|
(13,187 |
) |
|
|
(12,405 |
) |
|
|
(12,283 |
) |
Income before income
taxes |
|
14,081 |
|
|
|
14,521 |
|
|
|
7,279 |
|
|
|
|
|
|
|
Income tax expense |
|
(3,557 |
) |
|
|
(3,312 |
) |
|
|
(2,866 |
) |
Net
income |
$ |
10,524 |
|
|
$ |
11,209 |
|
|
$ |
4,413 |
|
Earnings per share -
basic |
$ |
0.17 |
|
|
$ |
0.20 |
|
|
$ |
0.08 |
|
Earnings per share -
diluted |
|
0.16 |
|
|
|
0.19 |
|
|
|
0.08 |
|
Weighted average shares
outstanding - basic |
|
61,599,057 |
|
|
|
55,119,711 |
|
|
|
54,813,823 |
|
Weighted average shares
outstanding - diluted |
|
66,283,621 |
|
|
|
59,768,134 |
|
|
|
58,746,227 |
|
Dividends declared per
share |
$ |
- |
|
|
$ |
0.23 |
|
|
$ |
2.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Reconcilation of GAAP to Non-GAAP
Measures |
(unaudited; in thousands except
shares) |
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
March 31, |
|
December 31, |
|
March 31, |
|
|
2018 |
|
2017 |
|
2017 |
|
Net
income |
$ |
10,524 |
|
|
$ |
11,209 |
|
|
$ |
4,413 |
|
|
GAAP income tax
expense |
|
(3,557 |
) |
|
|
(3,312 |
) |
|
|
(2,866 |
) |
|
Income before
taxes |
$ |
14,081 |
|
|
$ |
14,521 |
|
|
$ |
7,279 |
|
|
Interest expense |
|
8,094 |
|
|
|
9,328 |
|
|
|
11,596 |
|
|
Depreciation |
|
736 |
|
|
|
895 |
|
|
|
915 |
|
|
Other business
taxes |
|
375 |
|
|
|
428 |
|
|
|
450 |
|
|
GAAP amortization of
acquisition-related intangibles |
|
5,676 |
|
|
|
5,676 |
|
|
|
7,238 |
|
|
Stock-based
compensation |
|
3,322 |
|
|
|
1,740 |
|
|
|
2,301 |
|
|
Acquisition,
restructuring and exit costs |
|
518 |
|
|
|
6,001 |
|
|
|
2,603 |
|
|
Debt issuance
costs |
|
6,702 |
|
|
|
788 |
|
|
|
914 |
|
|
Pre-IPO governance
expenses |
|
141 |
|
|
|
347 |
|
|
|
288 |
|
|
Earnings/losses from
equity method investments |
|
137 |
|
|
|
319 |
|
|
|
- |
|
|
Adjusted
EBITDA |
$ |
39,782 |
|
|
$ |
40,043 |
|
|
$ |
33,584 |
|
|
Adjusted EBITDA
margin |
|
37.9 |
% |
|
|
37.9 |
% |
|
|
33.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
$ |
10,524 |
|
|
$ |
11,209 |
|
|
$ |
4,413 |
|
|
Adjustment to reflect
the operating performance of the Company |
|
|
|
|
|
|
Other business
taxes |
|
375 |
|
|
|
428 |
|
|
|
450 |
|
|
GAAP amortization of
acquisition-related intangibles |
|
5,676 |
|
|
|
5,676 |
|
|
|
7,238 |
|
|
Stock-based
compensation |
|
3,322 |
|
|
|
1,740 |
|
|
|
2,301 |
|
|
Acquisition,
restructuring and exit costs |
|
518 |
|
|
|
6,001 |
|
|
|
2,603 |
|
|
Debt issuance
costs |
|
6,702 |
|
|
|
788 |
|
|
|
914 |
|
|
Pre-IPO governance
expenses |
|
141 |
|
|
|
347 |
|
|
|
288 |
|
|
Tax effect of above
adjustments |
|
(4,183 |
) |
|
|
(5,692 |
) |
|
|
(5,242 |
) |
|
Remeasurement of net
deferred taxes |
|
- |
|
|
|
(2,422 |
) |
|
|
- |
|
|
Adjusted net
income |
$ |
23,075 |
|
|
$ |
18,075 |
|
|
$ |
12,965 |
|
|
Adjusted net
income per diluted share |
$ |
0.35 |
|
|
$ |
0.30 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
Tax benefit of
goodwill and acquired intangibles |
$ |
3,320 |
|
|
$ |
4,998 |
|
|
$ |
4,891 |
|
|
Tax benefit of
goodwill and acquired intangibles per diluted share |
$ |
0.05 |
|
|
$ |
0.09 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
Adjusted net
income with tax benefit |
$ |
26,395 |
|
|
$ |
23,073 |
|
|
$ |
17,856 |
|
|
Adjusted net
income with tax benefit per diluted share |
$ |
0.40 |
|
|
$ |
0.39 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Unaudited Condensed Consolidated Balance
Sheets |
(In thousands, except for shares) |
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
December 31, 2017 |
ASSETS |
|
|
|
Cash and
cash equivalents |
$ |
12,296 |
|
|
$ |
12,921 |
|
Receivables |
|
54,763 |
|
|
|
55,917 |
|
Prepaid
expenses |
|
4,102 |
|
|
|
5,441 |
|
Investments |
|
12,243 |
|
|
|
11,336 |
|
Property and
equipment, net |
|
8,776 |
|
|
|
8,844 |
|
Goodwill |
|
284,108 |
|
|
|
284,108 |
|
Other intangible
assets, net |
|
402,325 |
|
|
|
408,000 |
|
Other
assets |
|
6,532 |
|
|
|
6,055 |
|
Total
assets |
$ |
785,145 |
|
|
$ |
792,622 |
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY |
|
|
|
Accounts
payable and accrued expenses |
$ |
25,396 |
|
|
$ |
21,996 |
|
Accrued
compensation and benefits |
|
21,031 |
|
|
|
29,305 |
|
Consideration
payable for acquisition of business |
|
9,997 |
|
|
|
9,856 |
|
Deferred tax
liability, net |
|
5,582 |
|
|
|
4,068 |
|
Other
liabilities |
|
13,878 |
|
|
|
12,989 |
|
Long-term
debt(1) |
|
310,435 |
|
|
|
483,225 |
|
Total liabilities |
|
386,319 |
|
|
|
561,439 |
|
|
|
|
|
Stockholders'
equity: |
|
|
|
Common
stock, $0.01 par value per share: 2018 - no shares authorized, |
|
– |
|
|
|
572 |
|
issued
and outstanding; 2017 - 78,837,300 shares authorized,
57,182,730 |
|
|
|
issued
and 55,118,673 shares outstanding |
|
|
|
Class A
common stock, $0.01 par value per share: 2018 - 400,000,000 |
|
129 |
|
|
|
– |
|
shares
authorized, 12,899,315 shares issued and outstanding; 2017 -
no |
|
|
|
shares
authorized, issued and outstanding |
|
|
|
Class B
common stock, $0.01 par value per share: 2018 - 200,000,000 |
|
571 |
|
|
|
– |
|
shares
authorized, 57,115,842 shares issued and 55,051,785 shares |
|
|
|
outstanding; 2017 - no shares authorized, issued and
outstanding |
|
|
|
Additional paid-in capital |
|
591,038 |
|
|
|
435,334 |
|
Treasury
stock, at cost: 2018 and 2017 - 2,064,057 shares |
|
(20,899 |
) |
|
|
(20,899 |
) |
Accumulated other comprehensive loss |
|
98 |
|
|
|
64 |
|
Retained
deficit |
|
(172,111 |
) |
|
|
(183,888 |
) |
Total stockholders'
equity |
|
398,826 |
|
|
|
231,183 |
|
Total
liabilities and stockholders’ equity |
$ |
785,145 |
|
|
$ |
792,622 |
|
|
|
|
|
(1) Balance
at March 31, 2018 is shown net of unamortized loan discount and
debt issuance costs in the amount of $12.6 million. The gross
amount of the debt outstanding was $323.0 million. |
|
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Assets Under Management |
(unaudited; in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
% Change from |
|
|
March 31, |
|
December 31, |
|
March 31, |
|
December 31, |
|
March 31, |
|
|
2018 |
|
2017 |
|
2017 |
|
2017 |
|
2017 |
Beginning
assets under management |
$ |
61,771 |
|
|
$ |
58,997 |
|
|
$ |
54,965 |
|
|
5% |
|
12% |
|
Gross client cash
inflows |
|
3,685 |
|
|
|
4,371 |
|
|
|
4,725 |
|
|
-16% |
|
-22% |
|
Gross client cash
outflows |
|
(4,318 |
) |
|
|
(4,077 |
) |
|
|
(5,111 |
) |
|
6% |
|
-16% |
Net client
cash flows |
|
(633 |
) |
|
|
294 |
|
|
|
(386 |
) |
|
N/M |
|
64% |
Market
appreciation (depreciation) |
|
(275 |
) |
|
|
2,575 |
|
|
|
2,042 |
|
|
N/M |
|
N/M |
Net
transfers |
|
(8 |
) |
|
|
(95 |
) |
|
|
- |
|
|
-92% |
|
N/M |
Ending
assets under management |
|
60,855 |
|
|
|
61,771 |
|
|
|
56,622 |
|
|
-1% |
|
7% |
Average
assets under management |
|
62,020 |
|
|
|
60,354 |
|
|
|
56,277 |
|
|
3% |
|
10% |
Net client
cash flows excluding Diversified Equity |
|
(633 |
) |
|
|
294 |
|
|
|
(54 |
) |
|
N/M |
|
1072% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Assets Under Management by Asset
Class |
(unaudited; in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
By Asset Class |
|
|
|
U.S. Mid Cap Equity |
|
U.S. Small Cap Equity |
|
Fixed Income |
|
U.S. Large Cap Equity |
|
Global / Non-U.S. Equity |
|
Solutions |
|
Commodity |
|
Other |
|
Total |
March 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
25,185 |
|
|
$ |
15,308 |
|
|
$ |
7,551 |
|
|
$ |
4,789 |
|
|
$ |
4,105 |
|
|
$ |
3,028 |
|
|
$ |
1,419 |
|
|
$ |
386 |
|
|
$ |
61,771 |
|
|
Gross client cash
inflows |
|
|
1,203 |
|
|
|
776 |
|
|
|
394 |
|
|
|
55 |
|
|
|
443 |
|
|
|
606 |
|
|
|
127 |
|
|
|
81 |
|
|
|
3,685 |
|
|
Gross client cash
outflows |
|
|
(2,080 |
) |
|
|
(922 |
) |
|
|
(640 |
) |
|
|
(211 |
) |
|
|
(220 |
) |
|
|
(77 |
) |
|
|
(146 |
) |
|
|
(22 |
) |
|
|
(4,318 |
) |
Net client
cash flows |
|
|
(877 |
) |
|
|
(146 |
) |
|
|
(246 |
) |
|
|
(156 |
) |
|
|
223 |
|
|
|
529 |
|
|
|
(19 |
) |
|
|
59 |
|
|
|
(633 |
) |
Market
appreciation (depreciation) |
|
|
(103 |
) |
|
|
(67 |
) |
|
|
6 |
|
|
|
3 |
|
|
|
14 |
|
|
|
(34 |
) |
|
|
(102 |
) |
|
|
8 |
|
|
|
(275 |
) |
Net
transfers |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1 |
) |
|
|
(8 |
) |
|
|
40 |
|
|
|
- |
|
|
|
(39 |
) |
|
|
(8 |
) |
Ending
assets under management |
|
|
24,205 |
|
|
|
15,095 |
|
|
|
7,311 |
|
|
|
4,635 |
|
|
|
4,334 |
|
|
|
3,563 |
|
|
|
1,298 |
|
|
|
414 |
|
|
|
60,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
23,389 |
|
|
$ |
14,833 |
|
|
$ |
7,777 |
|
|
$ |
4,806 |
|
|
$ |
3,735 |
|
|
$ |
2,591 |
|
|
$ |
1,517 |
|
|
$ |
349 |
|
|
$ |
58,997 |
|
|
Gross client cash
inflows |
|
|
2,335 |
|
|
|
716 |
|
|
|
403 |
|
|
|
57 |
|
|
|
366 |
|
|
|
377 |
|
|
|
71 |
|
|
|
46 |
|
|
|
4,371 |
|
|
Gross client cash
outflows |
|
|
(1,819 |
) |
|
|
(873 |
) |
|
|
(654 |
) |
|
|
(282 |
) |
|
|
(211 |
) |
|
|
(62 |
) |
|
|
(154 |
) |
|
|
(22 |
) |
|
|
(4,077 |
) |
Net client
cash flows |
|
|
515 |
|
|
|
(158 |
) |
|
|
(251 |
) |
|
|
(225 |
) |
|
|
155 |
|
|
|
315 |
|
|
|
(83 |
) |
|
|
24 |
|
|
|
294 |
|
Market
appreciation (depreciation) |
|
|
1,281 |
|
|
|
633 |
|
|
|
68 |
|
|
|
210 |
|
|
|
232 |
|
|
|
150 |
|
|
|
(16 |
) |
|
|
18 |
|
|
|
2,575 |
|
Net
transfers |
|
|
0 |
|
|
|
0 |
|
|
|
(43 |
) |
|
|
(1 |
) |
|
|
(18 |
) |
|
|
(28 |
) |
|
|
0 |
|
|
|
(5 |
) |
|
|
(95 |
) |
Ending
assets under management |
|
|
25,185 |
|
|
|
15,308 |
|
|
|
7,551 |
|
|
|
4,789 |
|
|
|
4,105 |
|
|
|
3,028 |
|
|
|
1,419 |
|
|
|
386 |
|
|
|
61,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
20,083 |
|
|
$ |
14,090 |
|
|
$ |
7,726 |
|
|
$ |
5,921 |
|
|
$ |
3,460 |
|
|
$ |
1,602 |
|
|
$ |
1,882 |
|
|
$ |
202 |
|
|
$ |
54,965 |
|
|
Gross client cash
inflows |
|
|
2,209 |
|
|
|
1,249 |
|
|
|
503 |
|
|
|
68 |
|
|
|
208 |
|
|
|
347 |
|
|
|
108 |
|
|
|
33 |
|
|
|
4,725 |
|
|
Gross client cash
outflows |
|
|
(1,873 |
) |
|
|
(1,201 |
) |
|
|
(588 |
) |
|
|
(711 |
) |
|
|
(472 |
) |
|
|
(47 |
) |
|
|
(205 |
) |
|
|
(14 |
) |
|
|
(5,111 |
) |
Net client
cash flows |
|
|
336 |
|
|
|
48 |
|
|
|
(85 |
) |
|
|
(643 |
) |
|
|
(264 |
) |
|
|
300 |
|
|
|
(97 |
) |
|
|
19 |
|
|
|
(386 |
) |
Market
appreciation (depreciation) |
|
|
1,135 |
|
|
|
418 |
|
|
|
117 |
|
|
|
7 |
|
|
|
286 |
|
|
|
68 |
|
|
|
(15 |
) |
|
|
26 |
|
|
|
2,042 |
|
Net
transfers |
|
$ |
1 |
|
|
|
|
$ |
(2 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
1 |
|
|
|
- |
|
Ending
assets under management |
|
|
21,555 |
|
|
|
14,556 |
|
|
|
7,756 |
|
|
|
5,285 |
|
|
|
3,482 |
|
|
|
1,970 |
|
|
|
1,770 |
|
|
|
248 |
|
|
|
56,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory Capital Holdings, Inc. and
Subsidiaries |
Assets Under Management by
Vehicle |
(unaudited; in millions) |
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
By Vehicle |
|
|
|
Mutual Funds(1) |
|
ETFs |
|
Separate Accounts and Other
Vehicles(2) |
|
Total |
March 31, 2018 |
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
37,967 |
|
|
$ |
2,250 |
|
|
$ |
21,555 |
|
|
$ |
61,771 |
|
|
Gross client cash
inflows |
|
|
2,626 |
|
|
|
481 |
|
|
|
578 |
|
|
|
3,685 |
|
|
Gross client cash
outflows |
|
|
(3,266 |
) |
|
|
(29 |
) |
|
|
(1,023 |
) |
|
|
(4,318 |
) |
Net client
cash flows |
|
|
(640 |
) |
|
|
452 |
|
|
|
(445 |
) |
|
|
(633 |
) |
Market
appreciation (depreciation) |
|
|
(307 |
) |
|
|
(28 |
) |
|
|
60 |
|
|
|
(275 |
) |
Net
transfers |
|
|
(31 |
) |
|
|
- |
|
|
|
22 |
|
|
|
(8 |
) |
Ending
assets under management |
|
$ |
36,989 |
|
|
$ |
2,674 |
|
|
$ |
21,192 |
|
|
$ |
60,855 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
37,341 |
|
|
$ |
1,875 |
|
|
$ |
19,782 |
|
|
$ |
58,997 |
|
|
Gross client cash
inflows |
|
|
2,264 |
|
|
|
278 |
|
|
|
1,829 |
|
|
|
4,371 |
|
|
Gross client cash
outflows |
|
|
(3,121 |
) |
|
|
(16 |
) |
|
|
(941 |
) |
|
|
(4,077 |
) |
Net client
cash flows |
|
|
(857 |
) |
|
|
262 |
|
|
|
889 |
|
|
|
294 |
|
Market
appreciation (depreciation) |
|
|
1,577 |
|
|
|
113 |
|
|
|
886 |
|
|
|
2,575 |
|
Net
transfers |
|
|
(93 |
) |
|
|
- |
|
|
|
(2 |
) |
|
|
(95 |
) |
Ending
assets under management |
|
$ |
37,967 |
|
|
$ |
2,250 |
|
|
$ |
21,555 |
|
|
$ |
61,771 |
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017 |
|
|
|
|
|
|
|
|
Beginning
assets under management |
|
$ |
33,975 |
|
|
$ |
906 |
|
|
$ |
20,085 |
|
|
$ |
54,965 |
|
|
Gross client cash
inflows |
|
|
3,945 |
|
|
|
317 |
|
|
|
463 |
|
|
|
4,725 |
|
|
Gross client cash
outflows |
|
|
(3,635 |
) |
|
|
(2 |
) |
|
|
(1,474 |
) |
|
|
(5,111 |
) |
Net client
cash flows |
|
|
310 |
|
|
|
315 |
|
|
|
(1,011 |
) |
|
|
(386 |
) |
Market
appreciation (depreciation) |
|
|
1,360 |
|
|
|
46 |
|
|
|
636 |
|
|
|
2,042 |
|
Net
transfers |
|
|
(5 |
) |
|
|
- |
|
|
|
5 |
|
|
|
- |
|
Ending
assets under management |
|
$ |
35,640 |
|
|
$ |
1,267 |
|
|
$ |
19,715 |
|
|
$ |
56,622 |
|
|
|
|
|
|
|
|
|
|
|
(1)
Includes institutional and retail share classes and VIP
funds. |
(2)
Includes collective trust funds, wrap program separate accounts and
unified managed accounts or UMAs. |
|
Information Regarding Non-GAAP Financial
Measures
Victory Capital uses non-GAAP financial measures
referred to as Adjusted EBITDA and Adjusted Net Income to measure
the operating profitability of the business. These measures
eliminate the impact of one‑time acquisition, restructuring and
integration costs and demonstrate the ongoing operating earnings
metrics of the business. The Company has included these non‑GAAP
measures to provide investors with the same financial metrics used
by management to assess the operating performance of the
Company.
Adjusted EBITDA
Adjustments made to GAAP net income to calculate
Adjusted EBITDA are:
- Adding back GAAP income tax;
- Adding back interest paid on debt and other financing costs net
of interest income;
- Adding back depreciation on property and equipment;
- Adding back other business taxes;
- Adding back GAAP amortization of acquisition‑related
intangibles;
- Adding back the expense associated with stock‑based
compensation associated with equity issued from pools that were
created in connection with the management‑led buyout with Crestview
GP from KeyCorp, the Munder Acquisition and the RS Acquisition and
as a result of any equity grants related to the IPO;
- Adding back direct incremental costs of acquisitions and the
IPO, including expenses associated with third‑party advisors, proxy
solicitations of mutual fund shareholders for transaction consents,
vendor contract early termination costs, impairment of receivables
recorded in connection with an acquisition and severance, retention
and transaction incentive compensation;
- Adding back debt issuance costs;
- Adding back pre‑IPO governance expenses paid to the Company’s
private equity partners that terminated as of the completion of the
IPO; and
- Adjusting for earnings/losses on equity method
investments.
Adjusted Net Income
Adjustments made to GAAP net income to calculate
Adjusted Net Income are:
- Adding back other business taxes;
- Adding back GAAP amortization of acquisition‑related
intangibles;
- Adding back the expense associated with stock‑based
compensation associated with equity issued from pools that were
created in connection with the management‑led buyout with Crestview
GP from KeyCorp, the Munder Acquisition and the RS Acquisition and
as a result of any equity grants related to the IPO;
- Adding back direct incremental costs of acquisitions and the
IPO, including expenses associated with third‑party advisors, proxy
solicitations of mutual fund shareholders for transaction consents,
vendor contract early termination costs, impairment of receivables
recorded in connection with an acquisition and severance, retention
and transaction incentive compensation;
- Adding back debt issuance costs;
- Adding back pre‑IPO governance expenses paid to the Company’s
private equity partners that terminated as of the completion of the
IPO;
- Subtracting an estimate of income tax expense on the
adjustments; and
- Subtracting the impact of remeasuring the U.S. net deferred
taxes under the Tax Act.
Tax Benefit of Goodwill and Acquired
Intangibles
Due to Victory Capital’s acquisitive nature, tax
deductions allowed on acquired intangible assets and goodwill
provide it with additional significant supplemental economic
benefit. The tax benefit of goodwill and intangibles
represents the tax benefits associated with deductions allowed for
intangibles and goodwill generated from prior acquisitions in which
the Company received a step‑up in basis for tax purposes. Acquired
intangible assets and goodwill may be amortized for tax purposes,
generally over a 15‑year period. The tax benefit from amortization
on these assets is included to show the full economic benefit of
deductions for all acquired intangibles with a step‑up in tax
basis.
Victory Capital (NASDAQ:VCTR)
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